DJ VVV Sports Limited: Annual Report and Consolidated Financial Statements for the year ended 31 December 2025
VVV Sports Limited (VVV)
VVV Sports Limited: Annual Report and Consolidated Financial Statements for the year ended 31 December 2025
01-Jul-2026 / 07:00 GMT/BST
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VVV Sports Limited
("VVV Sports", the "Group" or the "Company")
Annual Report and Consolidated Financial Statements
for the year ended 31 December 2025
Chairman's Report (Incorporating the Strategic Report)
VVV Sports Limited ("The Group"), is pleased to take this opportunity to reflect on the period from January 1st to
December 31st, 2025.
BUILDING A GLOBAL SPORTS PLATFORM & OUTLOOK FOR 2026
2025 marked a defining year in the evolution of VVV Sports. Whilst our financial results reflect a business continuing
to invest for growth, they tell only part of the story. During the year, we strengthened the foundations of what we
believe can become a significant international sports business, focused on some of the fastest-growing participation
sports in the world. This included the acquisition of the entire share capital of R3 Sport Ltd and the investment in
Topseries our Pickleball business as well as the investment in Windswept and Groovy (post year-end) a production
company. The Company also completed a fundraising during 2025 to continue the momentum of building a new business in
the Sports and Media sector.
The global sports industry is undergoing structural change. Consumers increasingly seek healthier lifestyles, greater
social interaction and premium sporting experiences. Padel, pickleball and the wider racket sports market continue to
benefit from these long-term trends, creating substantial opportunities for businesses with strong brands, innovative
products and scalable international distribution.
Our strategy is simple but ambitious: to build VVV Sports into a modern global sports platform. We are not seeking
merely to sell sporting equipment; we aim to create an ecosystem that connects brands, athletes, clubs, retailers,
digital commerce and sporting communities. By combining premium products with technology, direct customer relationships
and strategic acquisitions, we believe we can create a business capable of generating sustainable long-term shareholder
value.
Importantly, the Board has continued to evaluate acquisition and Investment opportunities that complement our existing
business and accelerate our strategic objectives. The global racket sports industry remains fragmented, with many
high-quality heritage brands and specialist businesses that could benefit from modern capital, technology and
international distribution. We believe disciplined consolidation has the potential to create meaningful shareholder
value over time.
Following the year end, we announced a proposed fundraising intended to provide the capital required for the next phase
of our development. Subject to completion, these funds will enable further investment in product development, digital
commerce, international expansion and carefully selected acquisition opportunities. The Board views this as an
important milestone in positioning the Company for sustained long-term growth.
Our vision extends well beyond the current scale of the business. We believe VVV Sports has the opportunity to become a
recognised international participant in the global sports industry, combining strong consumer brands with
technology-enabled distribution and a disciplined approach to capital allocation. We intend to build a company that is
agile, entrepreneurial and capable of adapting to rapidly evolving consumer behaviour.
While economic conditions remain uncertain across many markets, periods of disruption often create opportunities for
businesses with clear strategies, strong leadership and access to growth capital. We believe VVV Sports is well
positioned to benefit from these dynamics and to emerge as a stronger business over the coming years.
None of this would be possible without the commitment of our executive team, employees, commercial partners and fellow
directors. Their dedication and belief in our long-term vision continue to drive the business forward. I would also
like to thank our shareholders for their continued support and confidence. We remain committed to delivering long-term
value through disciplined execution of our strategy.
As we look ahead, I am more optimistic than ever about the Company's future. The Board believes we are still at the
beginning of our journey. The investments made over recent years, combined with the opportunities now emerging across
the global sports market, provide a strong platform for future growth.
Our ambition is clear: to build one of the world's leading participation sports businesses and to create enduring value
for all our shareholders.
FINANCE REVIEW
The loss for the period to 31 December 2025 amounted to GBP2,311,000 (2024: loss of GBP291,000) which mainly related to
impairment of the investment in a related party which was acquired during the year by of a debt for equity swap as well
as administration expenses of GBP366,000 (2024: GBP191,000). The total revenue for the period was GBPNil (2024 GBPNil). As at
31 December 2025, the Group had cash balances of GBP96,000 (2024: GBP5,000).
The Group does not recommend payment of a dividend in the current year, same as the prior year.
Section 172 Statement
The Directors continue to act in a way that they consider, in good faith, to be most likely to promote the success of
the Group for the benefits of the members as a whole, and in doing so have regard, amongst other matters, to:
. the likely consequences of any decision in the long term;
. the interests of the Group's employees;
. the need to foster the Group's business relationships with suppliers, customers and others;
. the impact of the Group's operations on the community as well as the environment;
. the need to act fairly as between members of the Group,
. the desirability of the Group maintaining a reputation for high standards of business conduct, and
. the need to act fairly as between members of the Group.
The Board has always recognised the relationships with key stakeholders as being central to the long-term success of
the business and therefore seeks active engagement with all stakeholder groups, to understand and respect their views,
in particular of those with the communities in which it invests, its host governments, employees and suppliers.
The Group is an early-stage investment group quoted on a minor exchange and its members will be fully aware, through
detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions
and the rationale for its decisions. The Group has sought to pay its directors and creditors promptly and keeps its
costs to a minimum to protect shareholders' funds. When selecting investments, issues such as the impact on the
community and the environment have actively been taken into consideration.
The Group has incurred limited expenditure to date, it had no employees during the year other than directors until it
acquired R3 Sport Limited close to year end, on 29 December 2025. As such, the application of the requirements of this
part of Section 172 will be better demonstrated in future periods as the Group currently has two employees. The Board
is committed to the fair treatment of all employees across the Group and recognises the importance of attracting and
retaining talented individuals as the business grows
Post Balance Sheet Events
The directors have commenced a fundraising exercise to raise gross proceeds of approximately GBP5 million (USD7 million).
Proceeds are to fund the Group's expansion into the US, increase working capital and enable further investment in its
subsidiaries and other new opportunities.
The loan balance of GBP250,000 was repaid to Campana Investments Limited on 4 February 2026.
The legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL
to make them more attractive to a potential acquirer or investor.
Campana Investments Limited exercised its warrants, and its 100 million warrants were allotted to the Company post year
end upon receipt of GBP1.2 million by the Group.
Jonathan Rowland
Executive Chairman 30 June 2026
Directors' report
The Directors of the Company accept responsibility for the contents of this announcement.
-Ends-
For further information please contact:
The Company
Jonathan Rowland info@vvvsports.pro
Aquis Corporate Adviser / Broker
AlbR Capital Limited +44 20 7 469 0930
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The directors present their report on the Group's audited financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the Group was that of an "Investment Vehicle" to identify investment opportunities and
acquisitions in companies in various mineral sectors. The Group has focused on identifying opportunities for
acquisition, exploration and development of mineral projects in suitable, relatively low-risk jurisdictions. However,
since our new directors have come on board in April 2025, the Group's future principal activity with be that of the
sports and media sector.
Results and dividends
The statement of profit and loss or other income is set out on page 16 and has been prepared in Sterling, the
functional and reporting currency of the Group.
The Group's net loss attributable to equity holders of VVV Sports Limited for the period was GBP2,311,000 (2024: loss of
GBP291,000).
No dividends have been paid or proposed in either year.
Review of the business and future developments
A full review of the Group's performance, financial position and future prospects is given in the Chairman's Report.
Directors and their interests
The directors who have served on the board of the parent company during the year and to the date of this report were as
follows:
Mahesh Pulandaran
Jim Williams (Resigned 31 January 2025)
Benjamin Hill (Resigned 2 September 2025)
David Ajemian (Appointed 6 February 2025, resigned 12 May 2025)
Jonathan Rowland (Appointed 17 April 2025)
Richard Walker-Morecroft (Appointed 17 April 2025)
Sam Kemp (Appointed 11 December 2025)
Olivia Nichols (Appointed 11 December 2025)
The interests of serving the Directors at 31 December 2025 in the ordinary share capital of the VVV Group of Companies
(all beneficially held) were as follows:
31 December 2025 31 December 2024
No. Shares No. Options No. Shares No. Options
Mahesh Pulandaran 335,334 40,000 335,334 40,000
Directors' report (continued)
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Substantial shareholdings
Other than as summarised below, the Directors have not been advised of any individual interest, or group or interests held by persons acting together, which at xx June 2026 exceeded 3% of the Parent Company's issued share capital.
Number of Percentage of
Ordinary Shares held issued share capital
Campana Investments Limited 200,000,000 28.50%
Jonathan Rowland 190,303,580 27.12%
Nikhil Mohindra 81,558,677 11.62%
Vidacos Nominees Limited 53,230,890 7.59%
Linley Limited 37,346,716 5.32%
Samuel Jones 23,652,016 3.37%
Employees
The parent company has no directly employed personnel. The Group employs two members of staff through its subsidiary, R3 Sport Limited, which was acquired on 29 December 2025. One of these individuals also serves as an Executive Director of the parent company. The Board is committed to the fair treatment of all employees across the Group and recognises the importance of attracting and retaining talented individuals as the business grows
Creditor payment policy
The policy of the group is to:
(a) Agree the terms of payment with suppliers when settling the terms of each transaction;
(b) Ensure that suppliers are made aware of the terms of payment by inclusion of all the relevant terms in contracts; and
(c) Pay in accordance with its contractual and other legal obligations provided suppliers comply with the terms and conditions of supply.
Directors' liability
As permitted by the BVI Business Companies Act, 2004 (Revised 2020), the Group is entitled to purchase insurance cover for the Directors against liabilities in relation to the Group.
Charitable donations
During the period, the Group made no charitable donations (2024: GBPNil).
Financial reporting
The Board has ultimate responsibility for the preparation of the annual audited accounts. A detailed review of the performance of the Group is contained in the Chairman's report. Presenting the Chairman's report and Director's Report, the Board seeks to present a balanced and understandable assessment of the Group's position, performance and prospects.
Internal control
A key objective of the Directors is to safeguard the value of the business and assets of the Group. This requires the development of relevant policies and appropriate internal controls to ensure proper management of the Group's resources and the identification and mitigation of risks which might serve to undermine them. The Directors are responsible for the Group's system of internal control and for reviewing its effectiveness. It should, however, be recognised that such a system can provide only reasonable and not absolute assurance against material misstatement or loss.
Directors' report (continued)
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Events after the end of reporting period
The directors have commenced a fundraising exercise to raise gross proceeds of approximately GBP5 million (USD7 million). Proceeds are to fund the Group's expansion into the US, increase working capital and enable further investment in its subsidiaries and other new opportunities.
The loan balance of GBP250,000 was repaid to Campana Investments Limited on 4 February 2026.
The legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL to make them more attractive to a potential acquirer or investor.
Risk management
The directors have in place a process of regularly reviewing risks to the business and monitoring associated controls, actions and contingency plans.
The Group's principal risks and uncertainties, including financial risk management policies, are set out in the Corporate Governance Statement and in Note 18.
Principal risks
The Parent Company is an investment vehicle, and its principal risk has been the carrying value of its intangible asset (Mitterberg Copper Project) acquired during 2023 as well as being able to raise further capital to continue to its growth objectives.
The Group's strategy is to follow an appropriate risk policy, which effectively manages exposures related to the achievement of business objectives. The Board is responsible for approving the Group's strategy and determining the appropriate level of risk. The key risks which the Group faces are detailed as follows:
Business and investment performance risk
Business performance risk is the risk that the Group may not perform as expected either due to internal factors or due to competitive pressures in the markets in which they operate. The Group seeks investments in companies with growth potential. The Directors identify suitable investment opportunities in accordance with its investment strategy.
By their nature, the companies that VVV intends to invest in, whether quoted or unquoted, are more volatile than larger, more established businesses and less robust to withstand economic pressures.
The risk is that the Group's investments may encounter circumstances that result in a loss of value which could in turn damage the Parent Company's share price. The Board is of the view that obtaining timely information on the position of its investments is the most effective management tool and to reduce this risk has put in place monitoring reports on the performance of, and regular dialogue with, the boards of the Group's investments.
Valuation risk
Valuation risk is the risk that the value of the investment and or intangible asset when made was overstated. The Board seeks to mitigate this risk by conducting due diligence on the history and prospects of investment targets and sourcing independent valuations and opinions. The risk is further mitigated by seeking to invest where there is a high valuation margin (valuation per share compared to price paid per share) and the prospect of early returns.
Political risk
All countries carry political risk that can lead to interruption of activity. Politically stable countries can have enhanced environmental and social risks, risks of strikes and changes to taxation, whereas less developed countries can have, in addition, risks associated with changes to the legal framework, civil unrest and government expropriation of assets. The Group has working knowledge of the countries in which the joint venture/ the group holds exploration licences, and its local joint venture partner/agent has experienced local operators to assist the Group in its management of its investment in order to help reduce possible political risk.
Directors' report (continued)
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Review of business and financial performance
The ongoing performance of the Group is managed and monitored using a number of key financial and non-financial indicators ("KPIs") on a monthly basis:
Cash position
Having sufficient cash for business operations is vital for the Group and must be managed accordingly. The Directors review and manage the Group's cash flow on a monthly basis. The financial strategy is to ensure that, wherever possible, there are sufficient funds to cover corporate overheads and exploration expenditure for as long a period as possible. Management has confidence that financing of the Group can continue as and when
required, albeit the board is keen to avoid excessive dilution and will manage the financing process with that objective in mind.
Furthermore, the Group has ensured that where possible it has built operational flexibility in its corporate and exploration expenditure to be paused should the financing environment prove difficult and cash preservation prove essential.
Corporate Governance
The Directors have not formally adopted any Code as they are not required to but are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Group's size and nature, they intend to comply with the Quoted Companies Alliance Corporate Governance Code where appropriate. Following the Group's Admission, and due to the size and nature of the Group, audit and risk management issues will be addressed by the Directors as a whole, rather than by separate committees. As the Group develops, the Board will consider establishing separate audit and risk management committees and will consider developing further policies and procedures, which reflect the principles of good governance.
The Group has adopted a share dealing code for dealings in securities of the Group by the Directors and Persons Discharging Managerial Responsibility which is appropriate for a group whose shares are traded on the Aquis Stock Exchange ("AQSE") Growth Market. This will constitute the Group's share dealing policy for the purpose of compliance with UK Legislation including the Market Abuse Regulation and Rule 71 of the AQSE Exchange Rules. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Group and dealings in Ordinary Shares.
The Group has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with both the UK Bribery Act 2010 and the Market Abuse Regulations.
Going concern
Whilst the Group recorded a loss for the year ended 31 December 2025, this was principally attributable to a non-cash impairment charge relating to the acquisition of investments during the year. The Directors have prepared cash flow forecasts for the period to 30 June 2027. These forecasts, together with the post-period fundraising exercise announced in May 2026, provide the Directors with reasonable confidence that the Group has sufficient resources to meet its liabilities as they fall due for a period of not less than twelve months from the date of approval of these financial statements. Accordingly, the Directors have prepared the financial statements on a going concern basis.
The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis.
Directors' report (continued)
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Statement of directors' responsibilities
BVI company law requires the directors to keep reliable accounting records which correctly explain the transactions of the Group, enable the financial position of the Group to be determined with reasonable accuracy at any time and allow financial statements to be prepared. The shareholders have resolved, in accordance with the BVI Business Companies Act (Revised 2020) and the Articles of Association, that the Directors prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of its profit or loss for that period.
On this basis the Directors have elected to prepare the financial statements for the Group in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. In preparing these financial statements, International Accounting Standard 1 requires that the Directors:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable IFRSs have been followed, subject to any material departures disclosed andexplained in the accounts; and
-- prepare the accounts on the going concern basis unless it is inappropriate to presume that the group willcontinue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the BVI Business Companies Act (Revised 2020). They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.
Website publication
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company's website. Legislation in the United Kingdom and the BVI governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Auditor
The Directors will place a resolution before the Annual General Meeting to re-appoint Pointon Young as auditors for the coming year.
Disclosure of Information to auditors
We, the directors of the Parent Company who held office at the date of approval of these financial statements as set out above each confirm, so far as we are aware, that:
-- there is no relevant audit information of which the Group's auditors are unaware.
-- we have taken all the necessary steps that we ought to have taken as directors in order to make ourselvesaware of all relevant audit information and to establish that the Group's auditors are aware of that information.
By order of the Board of Directors
Jonathan Rowland
Director
30 June 2026
Independent auditor's report to the members of VVV Sports Limited
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Opinion
We have audited the financial statements of VVV Sports Limited (the "Parent Company") and its subsidiaries (the "Group") for the year ended 31 December 2025 which comprise: the Consolidated Statement of Profit or loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the consolidated financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted International Financial Reporting Standards (IFRSs).
In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
-- give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31December 2025 and of its loss for the year then ended;
-- have been properly prepared in accordance with United Kingdom adopted International Financial ReportingStandards (IFRSs); and
-- the financial statements have been prepared in accordance with the requirements of the BVI BusinessCompanies Act (Revised 2020).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Independent auditor's report to the members of VVV Sports Limited (cont'd)
Key Audit Matter How our scope addressed this matter
Classification and valuation of investments made in the
year
Our work in this area included:
-- Confirmation of ownership of investments;
-- Obtaining the agreements underpinning the
investments and understanding the key terms;
-- Considering the criteria within IAS 28
Investments in Associates and Joint Ventures and
determine if the accounting treatment of the acquired
entities are in accordance with the standard, including
corroboration to relevant supporting documentation or
correspondence. Consider ownership percentage, as well
as any indications of significant influence, control,
or joint control;
-- Considerations of recoverability of the
investment by reference to underlying net asset value;
The Group has changed significantly in the current year and
with an increased group structure at year end through the -- Obtaining and reviewing Board impairment and
incorporation of a new company and a number of valuation papers in respect of the investment,
acquisitions. The nature of the ownership structure is providing appropriate challenge and corroboration for
complex and requires detailed review of ownership and any key assumptions made.
control of the entities acquire to deem the appropriate
accounting treatment - business combination or equity
accounting.
We have reviewed the accounting treatment of the
investments in the acquisitions of R3 Sport Limited,
incorporation of Pickleball Ventures Sarl in the year which
acquired Wild Pickleball Agency.
We concur with the accounting treatment of the acquisitions
in the year in that R3 Sport Limited is accounted for as a
business combination and Pickleball Ventures Sarl and Wild
Pickleball Agency is equity accounting being an investment
in a joint venture at year end.
Classification and valuation of intangible fixed assets -
exploration licences and Goodwill (Refer note 10)
Licences Our work in this area included:
The investment made during the previous financial year -- Confirmation of ownership and title of the
(2023) in the exploration licences for the Mitterberg licences;
Copper Project in Austria is now the most significant -- Obtaining the agreements underpinning the
balance in the financial statements. acquisition of the licences and understanding the key
terms;
-- Considering the criteria within IRFS 6 and
IAS 38 and determine if the accounting treatment of the
acquisition of the licences are in accordance with the
standard, including corroboration to relevant
supporting documentation or correspondence.
-- Considerations of recoverability of the
There is a risk that the requirements of IFRS 6 and IAS 38 investment by reference to underlying net asset value,
have not been applied appropriately, and that the balance including the recoverability potential of the
has been inappropriately classified and recorded in the underlying exploration project; and
financial statements. -- Considering possible impairment of the
licences.
-- Obtained all legal documents regarding the
acquisition of R3 Sport Limited and management's
calculation of goodwill based on SPA and completion
accounts for R3 Sport Limited.
-- Reviewed and challenged management's cashflow
forecasts that support their impairment review
Given the exploration activities in the project are still completed in relation to goodwill carried out at year
at a relatively early stage due to being acquired late in end.
the previous financial year, there is a risk that the
investment balances are not fully recoverable.
We have reviewed the accounting treatment of the
acquisition of the exploration licences. The
capitalisation as intangible assets appear to meet the
requirements of IFRS 6 and where appropriate IAS 38.
Goodwill
The investment in R3 Sport Limited during the year resulted
in the recognition of GBP2,727,000 goodwill being the
difference between consideration paid for the acquisition
(in shares) and the assets and liabilities acquired. In forming our opinion on the financial statements, we draw
to the user's attention the critical accounting judgement
and key sources of estimation uncertainty disclosures in
Note 3 of the financial statements, which states that the
Directors have completed an impairment review of the
intangible assets and believe no write down is needed.
The risk is that the goodwill may not be accurately
calculated and may requirement impairment. We concur with management's conclusion that no impairment
is required for these exploration licences and goodwill.
Independent auditor's report to the members of VVV Sports Limited (continued)
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Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our audit and the extent of sample sizes during the audit.
We determined our overall financial statement materiality to be GBP82,340 (2024: GBP10,000), based on 2% of gross assets. We consider gross assets to be the most significant determinant of the Group's financial position and performance used by shareholders, with the key financial statement balances being intangible exploration and evaluation assets and cash and cash equivalents. The going concern of the group is dependent on its ability to fund operations going forward, as well as on the valuation of its assets, which represent the underlying value of the group.
We set performance materiality at GBP48,440 (2024: GBP6,000), 60% of overall financial statement materiality to reflect the risk associated with the judgemental and key areas of management estimation within the financial statements.
We agreed with the board of directors that we would report to the committee all audit differences identified during the course of our audit in excess of GBP4,200 (2024: GBP500).
No significant changes have come to light through the audit fieldwork which has caused us to revise our materiality figure.
Our approach to the audit
In designing our audit, we determined materiality (as detailed above) and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of assessing the carrying value and recoverability of investments, and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going-concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:
-- Reviewing the cashflow forecasts prepared by the Directors for the period up to 30 June 2027, providingchallenge to key assumptions and reviewing for reasonableness;
-- A comparison of actual results for the year to past budgets to assess the forecasting ability andaccuracy of the Directors;
-- Revieing post year-end EQS News Service announcements and held discussions with management on plans forthe future of the business; and
-- We have assessed the adequacy of going concern disclosures within the Annual Report and Accounts.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Independent auditor's report to the members of VVV Sports Limited (continued)
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Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
. the information given in the Chairman's Statement (incorporating the Strategic Report) and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Chairman's Statement (incorporating the Strategic Report) and the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion:
. adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
. the parent company financial statements are not in agreement with the accounting records and returns; or
. certain disclosures of directors' remuneration specified by law are not made; or
. we have not received all the information and explanations we require for our audit; or
. a corporate governance statement has not been prepared by the parent company.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
Independent auditor's report to the members of VVV Sports Limited (continued)
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from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
-- We obtained an understanding of the group and the sector in which they operate to identify laws andregulations that could reasonably be expected to have a direct effect on the financial statements.
-- We obtained our understanding in this regard through discussions with management, industry research,application of cumulative audit knowledge and experience of the sector.
-- We determined the principal laws and regulations relevant to the group in this regard to be those arisingfrom:
- AQSE Growth Market rules - BVI Business Companies (2020 Revised)
-- We designed our audit procedures to ensure the audit team considered whether there were any indicationsof non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:
- enquiries of management; - review of board minutes; and - review of EQS News Service announcements.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the potential for management bias was identified in relation to the valuation of biological assets and as noted above, we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:
https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/ description-of-the-auditor%E2%80%99s-responsibilities-for
This description forms part of our auditor's report.
Independent auditor's report to the members of VVV Sports Limited (continued)
__________________________________________________________________________________________
Other matters which we are required to address
We were appointed by the Board of Directors on 2 April 2026 to audit the financial statements for the period ending 31 December 2025. Our total uninterrupted period of engagement is 5 years, covering the periods ending 31 December 2021 to 31 December 2025. The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with our engagement letter dated 26 June 2026. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Rakesh Chauhan FCCA (Senior Statutory Auditor)
For and on behalf of:
Pointon Young Chartered Accountants, Statutory Auditor
33 Ludgate Hill
Birmingham
B3 1EH 30 June 2026
Financial statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended to 31 December 2025
__________________________________________________________________________________________
Year ended
Year ended
31 December 2025 31 December
2024
Note GBP'000 GBP'000
Revenue 4
Investment income - -
Total revenue - -
Administration expenses (366) (191)
Share based payment release 16 65 -
Expenses settled by issuance of shares 7 (13) (100)
Share warrant expense 16 (11) -
Operating loss 5 (325) (291)
Finance costs - -
Other income 5 -
Impairment of investment in subsidiary and related party 11 (1,991) -
Loss before taxation (2,311) (291)
Taxation 8 - -
Loss for the period attributable to equity holders of the parent company (2,311) (291)
Other comprehensive income
Translation exchange (loss)/gain - -
Impairment of investment in joint venture - (136)
Other comprehensive income for the period net of taxation - -
Total comprehensive loss for the period attributable to equity holders of (2,311) (427)
the parent company
Loss per share
Basic (pence) 9 (1.49) (3.89)
Diluted (pence) 9 (0.91) (3.81)
The accompanying accounting policies and notes form part of these financial statements.
Consolidated Statement of Financial Position as at 31 December 2025
__________________________________________________________________________________________
31 December 31 December
2025 2024
Note GBP'000 GBP'000
Non-current assets
Intangible assets 10 3,077 350
Investments accounted for using the equity method 11 78 -
IT Equipment 12 1 -
3,156 350
Current assets
Trade and other receivables 13 874 18
Cash and cash equivalents 96 5
970 23
Total assets 4,126 373
Current liabilities
Trade and other payables 14 (3,485) (166)
Amounts owed to directors 7 (30) (81)
Total liabilities (3,515) (247)
Net current (liabilities)/assets (2,545) (224)
Net assets 611 126
Equity
Share capital 15 - -
Share premium 15 4,415 1,565
Share based payment reserve 16 - 65
Share warrant reserve 16 11 -
Retained earnings (3,815) (1,504)
Total equity 611 126
The financial statements of VVV Sports Limited (registered number 1960948) were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:
Jonathan Rowland
Director
The accompanying accounting policies and notes form part of these financial statements.
Consolidated Statement of Changes in Equity for the year ended 31 December 2025
__________________________________________________________________________________________
Share Share Retained
Share based payment
reserve Total
Warrant reserve premium earnings
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 December 2023 - 1,465 65 (1,077) 453
Loss for the period - - - (291) (291)
Impairment of investment in JV - - - (136) (136)
Total Comprehensive Income - - - (427) (427)
Issue of share capital - 100 - - 100
Total contributions by and distributions to owners - 100 - - 100
of the Parent Company
At 31 December 2024 - 1,565 65 (1,504) 126
Loss for the period - - - (2,311) (2,311)
Impairment of investment in JV - -
Total Comprehensive Income (2,311) (2,311)
Issue of share capital - 2,940 - - 2,940
Issue costs (Note 15) (90) - - (90)
Share warrant expense (Note 16) 11 - - - 11
Share based payment release (Note 16) - (65) - (65)
Total contributions by and distributions to owners of the Parent 11 2,850 - - 2,796
Company
At 31 December 2025 11 4,415 - (3,815) 611
The accompanying accounting policies and notes form part of these financial statements.
Consolidated Statement of Cash Flows for the year ended to 31 December 2025
__________________________________________________________________________________________
Year ended Year ended
31 Dec 2025 31 Dec 2024
GBP'000 GBP'000
Cash flows from operating activities
Operating loss (325) (291)
Share warrant expense (54) -
Issue of shares to settle liabilities 13 100
(Increase)/decrease in trade and other receivables (2) 7
Increase in trade and other payables 25 153
Net cash outflow in operating activities (343) (31)
Cash flows from Investing activities
Loans to subsidiary and related party (645) -
Payments to acquire investment in associate (89) -
(734) -
Financing activities
Issue of share capital 1,000 -
Issue costs (90) -
Receipts from issue of loans 250 -
Net cash inflow/(outflow) from financing activities 1,168 -
Net increase/(decrease) in cash and cash equivalents 91 (31)
Cash and cash equivalents at beginning of period 5 36
Cash and cash equivalents at end of period 96 5
The accompanying accounting policies and notes form part of these financial statements.
Notes to the consolidated financial statements
__________________________________________________________________________________________
General information
1
VVV Sports Limited (the parent company) is a company incorporated on 14 November 2017 in the British
Virgin Islands ("BVI") under the BVI Business Companies Act (Revised 2020). The address of its
registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,
British Virgin Islands. The Company's ordinary shares are traded on the AQSE Growth Market as operated by
Aquis Stock Exchange ("AQSE"). The Company's registered number is 1960948 and its place of business is
65 Chulia Steet, OCBC Centre #42-06, Singapore 049513. Its principal activity during the current
financial year was that of an investment vehicle to identify investment opportunities and acquisitions in
companies in the Precious Metals and Base Metals sectors. With effect from 18th June 2025 the Parent
Company's name changed to VVV Sports Limited. The Parent Company's ticker remains as "VVV" on the Aquis
Growth Market Stock Exchange.
On 18 January 2023, VVV Resources Australia Pty Ltd (the subsidiary) was registered under the
Corporations Act 2001 in Western Australia, it's Company Number is 665 095 876 and is a proprietary
company limited by shares and wholly owned by VVV Resources Limited, which holds 120 fully paid shares of
AUD USD1.00 each. As such this is a consolidated set of financial statements.
The financial statements of VVV Sports Limited for the year ended 31 December 2025 were authorised for
issue by the Board on 30 June 2026 and the statements of financial position signed on the Board's behalf
by Mahesh Pulandaran.
Investing policy
2025 marked a defining year in the evolution of VVV Sports. Whilst our financial results reflect a
business continuing to invest for growth, they tell only part of the story. During the year, we
strengthened the foundations of what we believe can become a significant international sports business,
focused on some of the fastest-growing participation sports in the world. This included the acquisition
of the entire share capital of R3 Sport Ltd and the investment in Topseries our Pickleball business as
well as the investment in Windswept and Groovy a production company. The company also completed a
fundraising during 2025 to continue the momentum of building a new business in the Sports and Media
sector.
The global sports industry is undergoing structural change. Consumers increasingly seek healthier
lifestyles, greater social interaction and premium sporting experiences. Padel, pickleball and the wider
racket sports market continue to benefit from these long-term trends, creating substantial opportunities
for businesses with strong brands, innovative products and scalable international distribution.
Our strategy is simple but ambitious: to build VVV Sports into a modern global sports platform. We are
not seeking merely to sell sporting equipment; we aim to create an ecosystem that connects brands,
athletes, clubs, retailers, digital commerce and sporting communities. By combining premium products with
technology, direct customer relationships and strategic acquisitions, we believe we can create a business
capable of generating sustainable long-term shareholder value.
Importantly, the Board has continued to evaluate acquisition and Investment opportunities that complement
our existing business and accelerate our strategic objectives. The global racket sports industry remains
fragmented, with many high-quality heritage brands and specialist businesses that could benefit from
modern capital, technology and international distribution. We believe disciplined consolidation has the
potential to create meaningful shareholder value over time.
Following the year end, we announced a proposed fundraising intended to provide the capital required for
the next phase of our development. Subject to completion, these funds will enable further investment in
product development, digital commerce, international expansion and carefully selected acquisition
opportunities. The Board views this as an important milestone in positioning the Company for sustained
long-term growth.
Notes to the consolidated financial statements (continued)
______________________________________________________________________________
Investing policy (continued)
Our vision extends well beyond the current scale of the business. We believe VVV Sports has the
opportunity to become a recognised international participant in the global sports industry, combining
strong consumer brands with technology-enabled distribution and a disciplined approach to capital
allocation. We intend to build a company that is agile, entrepreneurial and capable of adapting to
rapidly evolving consumer behaviour.
While economic conditions remain uncertain across many markets, periods of disruption often create
opportunities for businesses with clear strategies, strong leadership and access to growth capital. We
believe VVV Sports is well positioned to benefit from these dynamics and to emerge as a stronger business
over the coming years.
None of this would be possible without the commitment of our executive team, employees, commercial
partners and fellow directors. Their dedication and belief in our long-term vision continue to drive the
business forward. I would also like to thank our shareholders for their continued support and confidence.
We remain committed to delivering long-term value through disciplined execution of our strategy.
As we look ahead, I am more optimistic than ever about the Company's future. The Board believes we are
still at the beginning of our journey. The investments made over recent years, combined with the
opportunities now emerging across the global sports market, provide a strong platform for future growth.
Our ambition is clear: to build one of the world's leading participation sports businesses and to create
enduring value for all our shareholders.
Statement of compliance with IFRS
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the United Kingdom and as applied in accordance with the provisions of the
BVI Business Companies Act (Revised 2020). The principal accounting policies adopted by the Group are set
out below.
Basis of preparation
The financial statements have been prepared on the historical cost basis, except for the measurement to
fair value of assets and financial instruments as described in the accounting policies below, and on a
going concern basis.
The financial report is presented in Pound Sterling (GBP) and all values are rounded to the nearest
thousand pounds (GBP'000) unless otherwise stated.
Basis of preparation
The consolidated financial statements include the results of the Group as if they formed a single entity
for the full period, or, in the case of acquisitions, or newly incorporated subsidiaries, from the date
control is transferred to the Group. The Company controls an entity when the Company has the power,
either to directly, or indirectly, to govern the financial and operating policies of another entity or
business so as to obtain benefits from its activities, whereby it is classified as a subsidiary.
Intercompany transactions and balances between Group companies are therefore eliminated in full upon
consolidation.
The existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Company. They are de-consolidated from the date
that control ceases.
Subsidiaries are all entities over with VVV Sports Limited has the power to govern the financial and
operating policies, generally accompanying a shareholding of more than one half of the voting rights.
All subsidiaries have a reporting date of 31 December.
Notes to the financial statements (continued)
__________________________________________________________________________________________
New standards, amendments and interpretations adopted by the Group
During the financial year, the Group has adopted the following new IFRSs (including amendments thereto)
and IFRIC interpretations that became effective for the first time.
Standard Effective date, annual period
beginning on or after
Lack of Exchangeability - Amendments to IAS 21 The Effects of 1 January 2025
Changes in Foreign Exchange Rates
Their adoption has not had any material impact on the disclosures or amounts reported in the financial
statements.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by IASB. None of
these Standards or amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning
on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not
adopted in the current year have not been disclosed as they are not expected to have a material impact on
the Group's financial statements.
Standard Effective date, annual period beginning on or
after
Amendments IFRS 9 and IFRS 7 disclosures and its 1 January 2026
accompanying guidance
IFRS 18 Presentation and Disclosures in Financial 1 January 2027
Statements
IFRS 19 Subsidiaries without Public Accountability: 1 January 2027
Disclosures issued
IFRS 20 Regulatory Assets and Regulatory Liabilities 1 January 2029
The adoption of these standards is not expected to have any material impact on the financial
statements of the Group.
Going concern
Whilst the Group recorded a loss for the year ended 31 December 2025, this was principally
attributable to a non-cash impairment charge relating to the acquisition of investments during the year.
The Directors have prepared cash flow forecasts for the period to 30 June 2027. These forecasts, together
with the post-period fundraising exercise announced in May 2026, provide the Directors with reasonable
confidence that the Group has sufficient resources to meet its liabilities as they fall due for a period
of not less than twelve months from the date of approval of these financial statements. Accordingly, the
Directors have prepared the financial statements on a going concern basis.
They have, therefore, prepared the financial statements on a going concern basis.
The financial statements do not reflect any adjustments that would be required to be made if they were
prepared on a basis other than the going concern basis.
Notes to the financial statements (continued)
__________________________________________________________________________________________
2 Significant accounting policies
Finance costs / investment revenue
Borrowing costs are recognised as an expense when incurred.
Investment revenue is recognised as the group becomes entitled to such revenue. Dividends are
accounted for on receipt thereof.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do
not meet the definition of a financial liability. The Company's ordinary shares are classified
as equity instruments.
Share-based payments
Where equity settled share options are awarded to directors, the fair value of the options at the
date of grant is charged to the statement of comprehensive income over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options that eventually vest.
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not
change when an entity is required to use fair value but rather provides guidance on how to
measure fair value under IFRS when fair value is required or permitted. The resulting
calculations under IFRS 13 affected the principles that the Group uses to assess the fair value,
but the assessment of fair value under IFRS 13 has not materially changed the fair values
recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Group. It requires
specific disclosures about fair value measurements and disclosures of fair values, some of which
replace existing disclosure requirements in other standards.
The Group has no assets or liabilities at fair value.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent accumulated
depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the assets.
Subsequent costs are included in the asset's carrying amount, or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the Company and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to profit or loss during the financial period in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to
write off their cost over their estimated useful lives at the following annual rates:
Computer equipment: 25%
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the sum
of the acquisition-date fair values of assets transferred by the group, liabilities incurred by
the group to the former owners of the acquiree and the equity interest issued by the group in
exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss
as incurred. At the acquisition date, the identifiable assets acquired and the liabilities
assumed are recognised at their fair value at the acquisition date.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-
Notes to the financial statements (continued)
__________________________________________________________________________________
controlling interests in the acquiree, and the fair value of the acquirer's previously held
equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed.
Goodwill
Goodwill is initially recognised and measured as set out above. Goodwill is not amortised but is
reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is
allocated to each of the group's cash-generating units (or groups of cash-generating units)
expected to benefit from the synergies of the combination. Cash-generating units to which
goodwill has been allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment
loss recognised for goodwill is not reversed in a subsequent period. On disposal of a
cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Financial instruments
Financial investments
Non-derivative financial assets comprising the Group's strategic financial investments in
entities not qualifying as subsidiaries, associates or jointly controlled entities. These assets
are classified as financial assets at fair value through profit or loss. They are carried at fair
value with changes in fair value recognised through the income statement. Where there is a
significant or prolonged decline in the fair value of a financial investment (which constitutes
objective evidence of impairment), the full amount of the impairment is recognised in the income
statement.
The Group has no assets or liabilities at fair value.
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are subsequently measured
at amortised cost using the effective interest rate method. Trade and other receivables are
accounted for at original invoice amount less any provisions for doubtful debts. Provisions are
made where there is evidence of a risk of non-payment, considering the age of the debt,
historical experience and general economic conditions. If a trade debt is determined to be
uncollectable, it is written off, firstly against any provisions already held and then to the
statement of comprehensive income. Subsequent recoveries of amounts previously provided for are
credited to the statement of profit or loss and other income.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in
accordance with the expected credit loss model under IFRS 9. For trade and other receivables
which do not contain a significant financing component, the Group applies the simplified
approach. This approach requires the allowance for expected credit losses to be recognised at an
amount equal to lifetime expected credit losses. For other debt financial assets, the Group
applies the general approach to providing for expected credit losses as prescribed by IFRS 9,
which permits for the recognition of an allowance for the estimated expected loss resulting from
default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual
basis and, where material, the allowance for expected credit losses is adjusted to reflect the
risk of default during the lifetime of the financial asset should a significant change in credit
risk be identified.
The majority of the Group's financial assets are expected to have a low risk of default. A review
of the historical occurrence of credit losses indicates that credit losses are insignificant due
to the size of the Group's clients and the nature of its activities. The outlook for the natural
resources industry is not expected to result in a significant change in the Group's exposure to
credit losses. As lifetime expected credit losses are not expected to be significant the Group
has opted not to adopt the practical expedient
Notes to the financial statements (continued)
__________________________________________________________________________________
available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected
credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on
the credit risk applicable to individual counterparties.
Trade and other payables
Trade and other payables are held at amortised cost which equates to nominal value.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar
institutions and liquid investments generally with maturities of 3 months or less. They are
readily convertible into known amounts of cash and have an insignificant risk of changes in
values.
Investment in joint venture
A joint venture is a contractual arrangement whereby the Parent and other parties undertake an
economic activity that is subject to joint control; that is when the strategic financial and
operating policy decisions relating to the activities require the unanimous consent of the
parties sharing control.
These financial statements include the Group's share of the total recognised gains and losses of
joint ventures using the equity method, from the date that significant influence or joint control
commences to the date that it ceases, based on present ownership interests and excluding the
possible exercise of potential voting rights, less any impairment losses. When the Group's
interest in a joint venture has been reduced to nil because the Group's share of losses exceeds
its interest in the joint venture, the Group only provides for additional losses to the extent
that it has incurred legal or constructive obligations to fund such losses, or where the Group
has made payments on behalf of the joint venture. Where the disposal of an investment in a joint
venture is considered to be highly probable, the investment ceases to be equity accounted and,
instead, is classified as held for sale and stated at the lower of carrying amount and fair value
less costs to sell.
Reversals of impairment losses are recognised in the income statement.
Impairment of non-current assets
The carrying values of all non-current assets are reviewed for impairment when there is an
indication that the assets might be impaired. Any provision for impairment is charged to the
statement of comprehensive income in the year concerned.
Impairment losses on other non-current assets are only reversed if there has been a change in
estimates used to determine recoverable amounts and only to the extent that the revised
recoverable amounts do not exceed the carrying values that would have existed, net of
depreciation or amortisation, had no impairments been recognised.
Taxation
BVI Business Companies are exempt from the BVI income tax, from tax on dividends, interest,
royalties, compensations and other amounts paid by a company, also they are exempt from all the
capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt
obligations or other securities of the BVI International Business Companies. The companies are
exempt from any kind of stamp duties relating in any way to its assets or activities, with an
exception for land-ownership transactions in the BVI: in that case stamp duty remains payable.
With reference to the entity incorporated in Australia, income taxes include all taxes based
upon the taxable profits of the company. Other taxes not based on income, such as property and
capital taxes, are included within operating expenses or financial expenses according to their
nature.
Deferred income tax is provided, using the liability method, on temporary differences between
the tax bases of assets and liabilities and their carrying amounts, in the financial statements.
Deferred income tax assets relating to the carry-forward of unused tax losses are recognised to
the extent that it is probable
Notes to the financial statements (continued)
___________________________________________________________________________________
that future taxable profit will be available against which the unused tax losses can be
utilised.
Current and deferred income tax assets and liabilities are offset when the income taxes are
levied by the same taxation authority and when there is a legally enforceable right to offset
them.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event,
it is probable that the group will be required to settle that obligation and a reliable estimate
can be made of the amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the balance sheet
date, taking into account the risks and uncertainties surrounding the obligation.
Foreign currency translation
Transactions in foreign currencies are recorded at the rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated
at the rate of exchange ruling at the end of the reporting period. All differences are taken to
the statement of profit or loss and other comprehensive income.
Intangible fixed assets
Exploration licences are recognised in the balance sheet at cost less accumulated impairment
losses. During the initial stage of a project, exploration and evaluation costs, other than
costs incurred in acquiring the licences, are expensed as incurred. Expenditure on a project
after it has reached a stage at which there is a high degree of confidence in its viability is
capitalised and transferred to intangible assets if the project proceeds. If a project does not
prove viable, all irrecoverable costs associated with the project are expensed in the income
statement. Exploration licences have a finite useful life and will be amortised upon the
commencement of mining; amortisation will be based on the units of production method utilising
only recoverable copper reserves as the depletion base.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRSs requires management to make
judgements, estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from
other sources.
3
Actual results may differ from these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision only affects that period, or in the
period of the revision and future periods if the revision affects both current and future
periods.
Significant estimates and assumptions that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities at 31 December 2025 are set out
below:
Carrying value of the investment in Joint Venture and intangible assets
A year end impairment review has been carried out in relation to the carrying value of the
intangible asset (Mitterberg Copper Project). Management engaged a suitably qualified and experienced
past director to complete this review as at 31 December 2025 and no impairment was deemed necessary.
Notes to the financial statements (continued)
____________________________________________________________________________________
Valuation of share-based payments to employees
The Group estimates the expected value of share-based payments to employees, and this is charged
through the income statement over the vesting period. The fair value is estimated using the Black
Scholes valuation model which requires a number of assumptions to be made such as level of share
vesting, time of exercise, expected length of service and employee turnover and share price volatility.
This method of estimating the value of share-based payments is intended to ensure that the actual
value transferred to employees is provided for by the time such payments are made.
Valuation of Goodwill
Goodwill amounting to GBP2,727,000 was recognised in the year following the acquisition of R3 Sport
Limited and its subsidiary and associated undertaking. Management have recognised this goodwill and
will carry out an impairment review at each balance sheet date. Management have recognised no
impairment as at 31 December 2025.
4 Segmental information
An operating segment is a distinguishable component of the Group that engages in business activities
from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by
the Group's chief operating decision maker to make decisions about the allocation of resources and
assessment of performance and about which discrete financial information is available.
The chief operating decision maker has defined that the Group's only reportable operating segments
during the period is that of investment within the Precious and Base Metals Sector. Subject to further
acquisitions the Group expects to further review its segmental information during the forthcoming
financial period.
The Group has not generated any revenues from external customers during the reported period.
In respect of the total assets of GBP4,127,000 (2024: GBP373,000), all arise in the Group and within the
Investment sector noted above.
Notes to the financial statements (continued)
____________________________________________________________________________________
5 Operating loss
Period to 31 Period to
31
Dec 2025 Dec 2024
GBP'000 GBP'000
Operating loss is stated after charging:
Directors' remuneration 86 84
Fees paid to Group's auditors 31 24
6 Auditor's remuneration 2025 2024
GBP'000 GBP'000
Fees payable to the Group's auditors for the audit of the
Group's
23 15
annual accounts
Fees payable to the Group's auditors for bookkeeping services 8 8
7 Directors' remuneration 2025 2024
GBP'000 GBP'000
Remuneration 86 84
Fees and Share based
salaries payments Total
2025 GBP'000 GBP'000 GBP'000
M Pulandaran 30 - 30
J Williams 1 1 2
B Hill 12 12 24
J Rowland 15 - 15
R Walker-Morecroft 15 - 15
73 13 86
Fees and Share based
Salaries payments Total
2024 GBP'000 GBP'000 GBP'000
M Pulandaran 30 - 30
J Williams 30 - 30
B Hill 21 - 21
M Macleod (2) 3 - 3
84 - 84
Directors' fees totalling GBP30,000 have been accrued or included within payables as at 31 December 2025 (
2024: GBP150,000). Remuneration for the highest paid director shown above related to director's fees for
consultancy and professional fees. Directors have no pension benefits accruing at either year end. The
Group has no other directly employed personnel. Fees earned by directors in the current year amounting
to GBP13,000 were settled by the issuance of shares and GBP24,000 relating to the previous year all of which
were allocated during the current year.
Notes to the financial statements (continued)
____________________________________________________________________________________
8 Taxation
Year ended Year to 31
31 Dec 2025 Dec 2024
GBP'000 GBP'000
Total current tax
- -
The standard rate applicable in the BVI is 0% and Australia 25%* (2024: 0
and 25%)
2025 2024
GBP'000 GBP'000
Loss on ordinary activities before tax
(2,311) (291)
Tax thereon at rates above relating to Australia - -
Loss carried forward - -
Current tax for the period - -
The amount of the tax losses in VVV Resources Australia Pty Ltd that are available but in respect of which no deferred tax asset has been recognised amounted to GBPNil (2024: GBP1,000). No deferred tax asset has been recognised in respect of the tax losses due to unpredictability of future profit streams.
* A 25% company tax rate applies to eligible companies with less than AUUSD 50 million annual turnover.
Notes to the financial statements (continued)
__________________________________________________________________________________________
9 Loss per share
2025 2024
The calculation of loss per share is based on the loss after taxation GBP'000 GBP'000
divided by the weighted average number of shares in issue during the period:
Net loss after taxation
(2,311) (291)
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss
per share 154,606,235 7,476,311
Basic loss per share (expressed in pence) (1.49) (3.89)
Diluted loss per share (expressed in pence) (0.91) (3.81)
Intangible assets and goodwill Licenses Goodwill Total
(i) (iii)
GBP'000 GBP'000 GBP'000
Opening balance as at 1 January 2024 350 - 350
Purchased during the period - 2,727 2,727
10
Revaluation - - -
Impairment - - -
At 31 December 2025 - carrying value 350 2,727 3,077
At 31 December 2024 - carrying value 350 - 350
(i) Licenses
On 12 October 2023, the Parent Company signed an unconditional Sale and Purchase Agreement with a consortium of owners (now shareholders) to acquire the Mitterberg Copper Project in Austria. This SPA superseded a previous SPA signed in March 2022 where conditions precedent had not been met.
The consideration payable was GBP350,000. An outstanding loan related to the previous SPA and recent legal costs associated with the current SPA of GBP20,000 have been deducted from the purchase price. The remainder consideration comprised: 297,000 payable in VVV shares priced at a deemed GBP0.10 for 2,970,000 Ordinary Shares in the Parent Company and GBP33,000 cash payment.
The Mitterberg Copper Project is located approximately 60 kilometres south of Salzburg, Austria and comprises 198 contiguous exploration licences over an area of some 90 square kilometres. It is considered the largest copper occurrence in the area defined as the Eastern Alps and is considered a "brownfield" site. It is reported that copper mining commenced during prehistoric times and recommenced around 1830 until 1977 when the mines were closed due to low copper prices at the time. According to historic data, more than 120,000 tonnes of copper have been extracted and during the 1970's it is reported that approximately 200,000 tonnes of copper-rich mineralisation with an average copper grade of 1.4% was mined annually.
As per Note 22 Events after the Balance Sheet Date, the legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL to make them more attractive to a potential acquirer or investor.
Notes to the financial statements (continued)
___________________________________________________________________________________
10 Intangible assets and goodwill (continued)
(ii) Goodwill
On 29 December 2025, the Group acquired the entire share capital of R3 Sport Limited, a related party, subject to Admission, for 300,000,000 Consideration shares. The acquisition resulted in Goodwill of GBP2,727,000 arising and was calculated as follows:
Consideration: GBP'000 GBP'000 300,000,000 shares 1p per share 3,000 Assets acquired: Bank (8) Investment in associate and joint venture (78) Computer equipment (1) Receivables (3) Amounts owed by directors (6) Loan to related party (195) (291) Liabilities acquired: Trade payables 12 Accrued expenses 6 18 Goodwill 2,727
As the above assets and liabilities were acquired on 29 December 2025, the above balances have been consolidated in these group financial statements and disclosed in the notes to the financial statements.
11 Investments in associates and joint ventures 31 31 December
December
2025 2024
GBP'000 GBP'000
Opening balance - 136
Purchased during the period 2,068 -
Impairment (1,990) (136)
At 31 December - carrying value 78 -
Notes to the financial statements (continued)
___________________________________________________________________________________
On 10 December 2018, the Parent Company completed the Sale and Purchase Agreement with Goldfields
Consolidated Pty Ltd for a 51 % beneficial interest in the Shangri La gold, copper and silver project in,
Western Australia for AUD USD220,000 consideration.
The consideration payable for the Tenement Interest is AUD USD220,000 (the "Purchase Price"), satisfied by
AUD USD20,000 paid by the Parent Company to Goldfields in cash and the issuance of 190,000 ordinary fully
paid shares in the capital of the Parent Company.
VVV and Goldfields have also entered into a joint venture agreement ("JVA") under which VVV will be
responsible for an initial expenditure fee of AUD USD300,000 over three years from the commencement of the
JVA. The JV is controlled jointly but Goldfields, as local partner, and is entitled to a 10% management
fee of expenses incurred by the JV for services connected with the day-to-day management of the JV.
As at 31 December 2024, there has been no activity within the JV, and no profit or loss attributable to
the Group. Given the change in direction of the Group, the Group is now actively seeking interested
parties to sell their interest in the Shangri La project to. It is noted that the failure of the
director of the Australian subsidiary to provide certain financial and licence information in any manner,
the directors have concluded that a full impairment is prudent and required as at 31 December 2024 whilst
the Directors work to resolve the situation.
During the year the Group invested in Pickleball Ventures Sarl (GBP87,000) and R8 Sports Limited (as a debt
for equity swap for convertible loan note holders) amounting to GBP1,902,000. Both investments were
impaired as at 31 December 2025.
On 29 December 2025, the Group acquired 100% of the share capital in R3 Sport Limited. R3 Sport Limited
owns 51% share capital of Padelaid Limited and is in control of this company and was consolidated in the
R3 Sport Limited sub-consolidation at year end for the purposes of recognising goodwill on the business
combination (refer to note 10). R3 Sport Limited also owns 50% of the issued share capital of MRH Sports
Limited which it does not control and as such accounts for it under equity accounting, the investment was
valued at GBP78,000 as at 31 December 2025.
Tangible Fixed Assets
Computer Equipment
GBP'000
Cost or valuation
At 1 January 2025 -
Additions 1
At 31 December 2025 1
Depreciation
At 1 January 2025 -
Charge for the year -
12 At 31 December 2025 -
Net Book Value
At 31 December 2025 1
At 31 December 2024 -
The computer was acquired by the Group as part of the acquisition of R3 Sport Limited on 29 December
2025.
13 Trade and other receivables
31 December 31 December 2024
2025
GBP'000 GBP'000
Current trade and other receivables
Amounts due from related parties 250 -
Amounts due from group undertakings 595 -
Prepayments 19 18
Amounts due from directors 6 -
Other receivables 4 -
874 18
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. As the balance sheet date, GBP250,000 was owed by a related party, a company which the Group has invested in post year end. In addition, the Group has amounts outstanding amounting to GBP399,600 from Pickleball Ventures Sarl, an entity incorporated during the year as a subsidiary of the Group however became as associate before year end as part of the acquisition of Wild Pickleball Agency in Spain during October 2025. The remaining GBP195,000 of amounts due from group undertakings has been consolidated following the R3 Sport Limited acquisition, due to its balance owed by MRH Sport Limited at year end.
14 Trade and other payables
31 December 31 December
2025 2024
GBP'000 GBP'000
Current trade and other payables
Trade payables 66 67
Accruals 169 99
Amounts relating to the issuing of shares 3,000 -
Amounts owed to significant shareholder 250 -
Total 3,485 166
The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value. Amounts relating to the issuing of shares relates to the shares outstanding at year end following the acquisition of Re Sport Limited and have been issued to shareholders post balance sheet date. See related party transaction note and post balance sheet event note for details of the amounts owed to significant shareholder.
15 Share capital and Share Premium Number Ordinary Deferred
of shares share share
capital capital
GBP000 GBP000
Allotted, issued and fully paid
At 31 December 2023 6,758,503 - 1,465
Issue of new ordinary shares on 17 April 2024 333,333 -
33
Issue of new ordinary shares on 17 April 2024 333333
- 33
Issue of new ordinary shares on 17 April 2024 333,334
- 34
At 31 December 2024 7,758,503
- 1,565
Issue of new ordinary shares on 10 June 2025 10,000,000 -
100
Issue of new ordinary shares on 27 June 2025 90,000,000
- 900
Issue of new ordinary shares on 4 July 2025 191,542,217
- 1,915
Issue of new ordinary shares on 19 September 2025 2,444,870 -
24
At 31 December 2025 301,745,590
- *4,504
Shares have no par value.
Liabilities settled with the issuance of shares
During the current year, 3,766,870 shares were issued at GBP0.01 for part payment of the Director's
Services amounting to GBP37,662 which has been accounted for as share based payments recognised as cost in
the Consolidated Profit and Loss Account. During the prior year ending 31 December 2024, 1,000,000
shares were issued at GBP0.10 for part payment of the Director's Services amounting to GBP100,000.
*Expenses for share issue
During the current financial, underwritten commission costs, deemed to be issue costs, amounting to
GBP90,000 have been netted of share premium in the equity section of the consolidated statement of
financial position.
Share Options
The Parent Company has as at 31 December 2025, Nil (2024: GBP170,000) share options in issue and outstanding. During
both years no options were issued, no options were exercised, cancelled, 170,000 lapsed apart.
16 Share based payments
Share Options
The Parent Company operates share option schemes for certain employees (including directors). Options are exercisable at the option price agreed at the date of grant. The options are settled in equity once exercised. The expected life of the options is 5 years. All options issued in the period to 31 December 2022 vested immediately, with no vesting requirements.
Details of the number of share options and the Weighted Average Exercise Price (WAEP) outstanding during the period are as follows:
31 December 2025 31 December 2024
WAEP Number WAEP
Number
GBP GBP
Outstanding at the beginning of the period 170,000 0.55 170,000 0.38
Granted - - - -
Exercised - - - -
Lapsed (170,000) - - -
Outstanding at the end of the year - 0.0 170,000 0.55
Exercisable at year end - 170,000
The share options outstanding at the end of the period have a weighted average remaining contractual life of 0 years (2024: 0.42) years and have the following exercise prices and fair values at the date of grant:
Notes to the financial statements (continued)
__________________________________________________________________________________________
16 Share based payments (continued)
First exercise date (when vesting Grant date Exercise price Fair value 31 December 2025 31 December 2024
conditions are met)
GBP GBP Number Number
4 June 2020 4 June 2020 0.55 0.0038 - 170,000
- 170,000
At 31 December 2025 Nil options were exercisable (2024: 170,000). All options lapsed during the current financial year and have been released to the consolidated profit and loss account showing a release of GBP65,000 (2024: GBPNil).
For those options and warrants granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model. The inputs into the model for the current and prior year were as follows:
Risk free rate Share price volatility Expected life Share price at date of grant 2 August 2018 1.00% 84% 60 months GBP0.50 4 June 2020 0.63% 84% 60 months GBP0.60
Expected volatility was determined by calculating the historical volatility of similar listed companies share prices for 12 months prior to the date of grant. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Company issued warrants to Campana Investments Limited on 16 June 2025. Each warrant gives the warrant holder the right to subscribe to one ordinary share at a price of GBP0.012 per share and will expire on 15 June 2028. Details of the number of warrants and the weighted average exercise price (WAEP) outstanding during the year are set out below.
During the year, the Company recognised a total warrant expense of GBP11,000 (2024: Nil). The fair value of warrants granted is calculated using a Black-Scholes pricing model. The model is internationally recognised as being appropriate to value warrants. The total number of warrants outstanding at 31 December 2025 were 100,00,000 (2024: Nil).
The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options were granted. The following table lists the inputs to the model.
Grant date 16 June 2025 Exercise price (pence) 0.012p Number of warrants 100,000,000 Volatility 4.8% Risk free interest (%) 3.9% Dividend yield 0.0% Time to expiration at date of grant (i.e. life of warrants) in years 3
Notes to the financial statements (continued)
__________________________________________________________________________________________
17 Financial instruments
The Group's financial instruments comprise cash at bank and payables which arise in the normal course of
business. It is, and has been throughout the period under review, the Group's policy that no speculative
trading in financial instruments shall be undertaken. The Group has been solely equity funded during the
period. As a result, the main risk arising from the Group's financial instruments is currency risk.
Details of the significant accounting policies and methods adopted, including the criteria for
recognition, the basis of measurement and the basis on which income and expenses are recognised, in
respect of each class of financial asset, financial liability and equity instrument are disclosed in Note
2 of the accounts.
2025 2024
GBP'000 GBP'000
Financial assets (current)
Cash and cash equivalents 96 5
Financial liabilities (current)
Trade payables and accruals 185 166
Cash and cash equivalents and trade payables and accruals shown above are at their carrying amount which equates to their fair value for both period ends.
18 Related party transactions
During the period, the following related party transactions took place, GBP18,000 (2024: GBP18,000) was
paid to CorPa Asia Advisory Pte Limited ("CorPa") for management services. The Parent Company's
Director Mahesh Pulandaran is an employee of CorPa and held 335,334 (2024: 335,334) shares in the
Parent Company as at 31 December 2025 and 40,000 share options at both period ends.
Remuneration of Key Management Personnel
The remuneration of the Directors and other key management personnel of the Group are set out below in
aggregate for each of the categories specified in IAS24 Related party Disclosures.
2025 2024
GBP'000 GBP'000
Short-term employee benefits 73 84
Share-based payments 13 -
86 84
Refer to Note 7 Directors remuneration for details of directors' fees relating to both financial
years and balances outstanding at both year ends.
Notes to the financial statements (continued)
__________________________________________________________________________________
18 Related party transactions (continued)
Peter Schreiber, who holds 297,000 shares which equates to 3.83% of the Parent Company's issued
share capital at year-end (2024: 3.83%), earned fees of GBP10,462 (2024: GBP9,946) during the financial
year as trustee of the Mitterberg Project exploration licences. The fees for both period ends are
owing as at 31 December 2025. The outstanding fees have been settled in full after the balance sheet
date.
In April 2025, the Group assumed circa GBP1.9 million of R8 Capital Investments Plc's, a company
closely associated with David Rowland and Jonathan Rowland, outstanding debt in exchange for shares in
the Group, following the investment of GBP1,000,000 in the Group by Campana Investments Limited, a
company owned and controlled by David Rowlands.
On 29 December 2025, the Group acquired the entire share capital of R3 Sport Limited. As Jonathan
Rowland was both a seller and the Executive Chairman of the Company, the acquisition was deemed to be a
related party transaction. See further details in Note 10 (ii) Goodwill.
During the current financial year, the Group entered into a loan agreement whereby it borrowed a sum
of GBP250,000 from one of the Group's significant shareholders, namely, Campana Investments Limited. As
detailed in Note 22, the loan was repaid in full on 4 February 2026.
19 Principal risks and uncertainties
Interest rate risk and liquidity risk
The Group is funded by equity, maintaining all its funds in bank accounts. The Group's policy
throughout the period has been to minimise the risk of placing available funds on short term deposit.
The short-term deposits are placed with banks for periods up to 1 month according to funding
requirements.
The Group had no undrawn committed borrowing facilities at any time during the period.
Currency risk
The Group is directly exposed to currency risk of its investments, as they are based in Australia,
and exposed to movement against the Australian Dollar as their assets, liabilities, revenue and
expenditure are denominated therein. The Group is denominated in pound sterling.
Market risk
The group is not currently exposed directly to market risk in relation to its investments, as these
are not currently listed on any stock market anywhere in the world.
Fair values
Cash and cash equivalents (which are presented as a single class of assets on the face of the
balance sheet) comprise cash held by the group with an original maturity of three months or less. The
carrying amount of these assets approximates their fair value.
The directors consider there to be no material difference between the book value of financial
instruments and their values at the balance sheet date.
Notes to the financial statements (continued)
__________________________________________________________________________________
19 Principal risks and uncertainties (continued)
Risk management framework
The Parent Company's board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group's activities. The Group, through its training and management standards and procedures, aims to
develop a disciplined and constructive control environment in which all employees understand their
roles and obligations.
Cost may be an appropriate estimation of fair value at the measurement date only in limited
circumstances, such as for a pre-revenue entity when there is no catalyst for change in fair value, or
the transaction date is relatively close to the measurement date. Other indicators include insufficient
recent information; wide range of possible fair values and cost represents the best estimate.
20 Capital Commitments & Contingent Liabilities
There are no non-cancellable capital commitments as at the balance sheet date. The Group has no
contingent liabilities at the balance sheet date.
21 Ultimate control
At the balance sheet date, the Parent Company has no individual controlling party.
22 Events after the end of reporting period
On 26 May 2026, the directors commenced a fundraising exercise to raise gross proceeds of approximately GBP5 million (USD7 million). Proceeds are to fund the Group's expansion into the US, increase working capital and enable further investment in its subsidiaries and other new opportunities.
The loan balance of GBP250,000 was repaid to Campana Investments Limited on 4 February 2026.
The legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL to make them more attractive to a potential acquirer or investor.
Campana Investments Limited exercised its warrants, and its 100 million warrants were allotted to the company post year end upon receipt of GBP1.2 million by the Group.
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ISIN: VGG9470B1XXX Category Code: MSCL TIDM: VVV LEI Code: 213800OEUSH43X859D83 Sequence No.: 434297 EQS News ID: 2357360 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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July 01, 2026 02:00 ET (06:00 GMT)
